U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM TO
----------- ----------
Commission file number 0-11043
ORION FINANCIAL, LTD.
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-0858679
------------------------------ -------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
80 N. Hoyt Street
Lakewood, Colorado 80226
--------------------------------------
(Address of principal executive offices)
(303) 238-0937
-------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes [X] No [ ]
The number of shares outstanding of the Issuer's Common Stock, no par value
common stock, as of September 30, 1997, was 4,641,522.
Transitional small business disclosure format:
Yes [ ] No [X]
9 Total Pages
1
<PAGE>
ORION FINANCIAL, LTD.
FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 1997
INDEX
SECTION PAGE
- ------- ----
PART I - FINANCIAL INFORMATION*
Balance Sheets - March 31, 1998 & June 30, 1997 3
Statement of Operations - For the three months ended
March 31, 1998 & 1997 4
Statement of Operations - For the nine months ended
March 31, 1998 & 1997 5
Statements of Cash Flow - For the nine months ended
March 31, 1998 and 1997 6
Notes to the Financial Statements 7
Management's Discussion and Analysis or Plan of Operations 8
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
* The accompanying financial statements are not covered by an Independent
Certified Public Accountant's Report.
2
<PAGE>
<TABLE>
<CAPTION>
Orion Financial, Ltd.
Balance Sheets
Assets March 31, June 30, 1997
1998 (Unaudited)
--------------- -------------
<S> <C> <C>
Current Assets
Cash ......................................... $ 167,436 $ 203,041
Short Term investments ....................... 0 0
----------- -----------
Total Current Assets ................... 167,436 203,041
Total Assets ................................. $ 167,436 $ 203,041
=========== ===========
Liabilities & Equity
Current Liabilities
Accounts Payable & Accrued Expenses .......... $ 0 $ 8,923
----------- -----------
Equity
Common Stock ................................. 371,322 371,322
Additional Paid in Capital ................... 4,639,182 4,639,182
Accumulated Deficit .......................... (4,843,068) (4,816,386)
----------- -----------
Total Equity ........................... 167,436 194,118
Total Liabilities & Equity ................... $ 167,436 $ 203,041
=========== ===========
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Orion Financial, Ltd.
Statement of Operations
(Unaudited)
Three Months Ended
March 31,
-----------------------------
1998 1997
------------ -----------
<S> <C> <C>
Interest Income ............................ $ 1,560 $ 102
Accounting & Legal Expenses ................ (3,878) (9,138)
Compensation Expenses ...................... (3,000) (3,000)
Miscellaneous Expenses ..................... (958) (797)
----------- -----------
Net Income (Loss) .......................... $ (6,276) $ (12,833)
=========== ===========
Net Income (Loss) per Share ................ $ 0.00 $ 0.00
=========== ===========
Weighted Average Shares Outstanding ........ 4,641,522 4,641,522
=========== ===========
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Orion Financial, Ltd.
Statement of Operations
(Unaudited)
Nine Months Ended
March 31,
----------------------------
1998 1997
-------- --------
<S> <C> <C>
Interest Income ............................ $ 4,733 $ 5,728
Miscellaneous Income ....................... 119 0
----------- -----------
Total Income ............................... 4,852 5,728
Accounting & Legal Expenses ................ (8,343) (11,648)
Bad Debts .................................. (10,000) 0
Compensation Expenses ...................... (9,000) (9,000)
Miscellaneous Expenses ..................... (4,192) (2,977)
----------- -----------
Net Income (Loss) .......................... $ (26,683) $ (17,897)
=========== ===========
Net Income (Loss) per Share ................ $ (0.01) $ 0.00
=========== ===========
Weighted Average Shares Outstanding ........ 4,641,522 4,641,522
=========== ===========
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Orion Financial, Ltd.
Statement of Cash Flows
(Unaudited)
Nine Months Ended
March 31,
---------------------------
1998 1997
------ ------
<S> <C> <C>
Cash Flow from operating activities:
Net income (loss) ........................................................ $ (26,683) $ (17,897)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Changes in assets and liabilities:
Accounts Payable ............................................................... (8,923) (176)
Accrued Liabilities ............................................................ 0 0
--------- ---------
Net cash provided (used) by operating activities ......................... (35,606) (18,073)
Increase (decrease) in cash and cash equivalents ............................... (35,606) (18,073)
Cash and cash equivalents, beginning of period ................................. 203,041 222,076
========= =========
Cash and cash equivalents, end of period ....................................... $ 167,435 $ 204,003
========= =========
</TABLE>
6
<PAGE>
ORION FINANCIAL, LTD.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. GENERAL:
Orion Financial, Ltd. (the "Company"), has elected to omit substantially
all footnotes to the Financial Statements for the nine months ended March
31, 1998, since there have been no material changes to the information
previously reported by the Company in its annual report filed on Form 10-K,
for the year ended June 30, 1997.
2. UNAUDITED INFORMATION:
The information herein was taken from the books and records of the Company
without audit. However, such information reflects all adjustments which
are, in the opinion of management, necessary in order to make the financial
statements not misleading. The information presented is not necessarily
indicative of the results from operations expected for the full fiscal
year.
7
<PAGE>
ORION FINANCIAL, LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Orion Financial, Ltd. (the "Company") had working capital at March 31, 1998, of
approximately $167,436, which should be sufficient for the Company to fund its
obligations for the next 18 to 24 months provided the Company does not enter
into a business combination that provides the Company with business operations.
The Company's minimal cash position limits the Company in its future direction
because it does not have the ability to raise additional funds through
borrowings or equity offerings given its lack of business operations. The long
term survivability of the Company depends on whether or not the Company is able
to enter into a business combination that would provide the Company with
successful business operations.
The Company has entered into a Binding Letter of Agreement with Terry Hunter and
his management team ("Team") and Investment Management of America, Inc. ("IMA")
pursuant to which the Company has agreed to issue 26,139,940 shares of the
Company's common stock to IMA and certain of its related persons for $35,000,
the Company has agreed to raise a minimum of $880,000 in the form of convertible
debt or equity, the Company has agreed to acquire certain of the assets of
Athletic Footwear, Inc. ("AFI"), a defunct shoe manufacturer, and pay off
certain of AFI's bridge loans for a total of 1,152,780 shares of the Company's
common stock and certain of the Company's directors and major shareholders are
to exercise their options to purchase 2,400,000 shares of the Company's common
stock. As a result of the transaction, the board of directors and officers of
the Company will change and IMA and certain of its related persons will control
the Company.
In connection with the Binding Letter of Agreement, the Company has also entered
into a Production and Inventory Dating Agreement with Asia Pacific Industries
Development Group ("APIDG") pursuant to which the Company has agreed to issue
APIDG 4,548,787 shares of the Company's common stock if the transactions set
forth in the Binding Letter of Agreement are consummated. Pursuant to the
Production and Inventory Dating Agreement, the Company has agreed to order all
shoe products that it will sell in the United States, Peoples Republic of China,
Australia, Taiwan, Hong Kong, Thailand, Singapore, Indonesia, the Philippines,
Malaysia, Viet Nam and Laos from factories designated by APIDG and APIDG has
agreed to provide the Company with inventory financing. The Company and APIDG
have agreed, that after the first order is placed by the Company and the payment
for that order is made, APIDG will establish a joint venture in Hong Kong and
act as the sole agent for the Company's shoe products for China and southeast
Asia and develop the markets there. APIDG has agreed that the Company will own a
minimum of 10% of the new joint venture company.
The purpose of the transactions will be to enable the Company, assuming that the
Company is able to raise additional capital, of which there are no assurances,
to begin to manufacture and market a full line of children's fashion athletic,
canvas and casual footwear such as were previously manufactured and marketed by
AFI. There are no assurances that the Company will be successful in consummating
the transactions pursuant to the Binding Letter of Agreement or be successful in
raising additional financing to be able to enter into the business of
manufacturing and marketing shoes.
The Company has no other material commitments for capital expenditures.
8
<PAGE>
RESULTS OF OPERATIONS
The Company had no significant operations during the fiscal quarter. Revenue
consists solely of interest income on the remaining cash on hand. Expenses are
generally related to the payment of professional fees in the preparation of
filings pursuant to the Securities Exchange Act of 1934, as amended, minimal
compensation to the Company's President, and one time write off of $10,000 bad
debt. This bad debt charge is the unsuccessful results of an attempt to attract
a merger candidate.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
10.1 Binding Letter of Agreement among Terry Hunter, Investment Management of
America, Inc. and Orion Financial, Ltd.
10.2 Production and Inventory Dating Agreement between Asia Pacific Industries
Development Group and the Company.
27 Financial Data Schedule
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the quarter ended
March 31, 1998.
9
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Orion Financial, Ltd.
Dated April 23, 1998 /s/ Dean H. Boedeker
-------------- -----------------------------------------
Dean H. Boedeker
President and Principal Financial Officer
10
<PAGE>
EXHIBIT INDEX
10.1 Binding Letter of Agreement among Terry Hunter, Investment Management of
America, Inc. and Orion Financial, Ltd.
10.2 Production and Inventory Dating Agreement between Asia Pacific Industries
Development Group and the Company.
27 Financial Data Schedule
INVESTMENT MANAGEMENT
OF AMERICA, INC.
101 Philippe Parkway, Suite 300, Safety Harbor, Fl 34695
(813) 669-0040
BINDING LETTER OF AGREEMENT
This Letter of Agreement will confirm various discussions with Terry Hunter and
his management team (hereinafter Team) and Investment Management of America,
Inc. (hereinafter IMA), and Orion Financial, Ltd. (hereinafter OFL). The
objective of our discussions has been to outline IMA's intent and objectives to
bring the "Funtastix" brand shoe back into existence by providing various levels
of funding, as required, to meet the cash flow obligations as reflected in the
pro forma provided by the TEAM. The agreement will be as follows:
1. OFL agrees to issue 26,129,941 shares of OFL to IMA and its related persons
in return for $35,000.
2. OFL will raise a minimum of eight hundred eighty-thousand dollars
($880,000) in the form of convertible debt ("Convertible Debt") or equity.
The Convertible Debt or equity will be dilutive in nature to all
stockholders at the time of a secondary offering. The convertible debt will
be sold at par, will have a term of ten (10) years and will bear interest
not to exceed 10% per annum with accumulated interest due on the due date
of the convertible note. The convertible debt will be required to be
converted at the time of any secondary offering with a conversion price
equal to the greater of $4.50 or a price equal to 75% of the public
offering price.
3. An agreement will be in effect between OFL and the Colby, Kansas investor
group and/or the nine AFI bridge loan investors which would require the
issuance of 1,162,780 shares of stock.
4. Key OFL shareholders will agree to exercise their respective options which
total 2,400,000 shares.
5. All OFL stock owned by IMA, the six stock option shareholders of OFL, the
Team and Asia Pacific Industries Development Group (hereinafter APIDG) will
be restricted for (1) year from the date of closing.
6. Future options and stock incentive programs will be put in place for the
management team. In addition, a qualified Board of Directors will be formed
on an equitable basis. Any person serving on the new board of directors of
OFL will receive a 500,000 share option to purchase stock at $.03 per share
exerciseable at any time up to the earlier of 5 years after the date of
issuance or six months after completion of a secondary offering.
Page (01)
<PAGE>
7. Upon closing, the number of shares of OFL will be as follows:
No. of Shs.
----------
Orion Financial Currently Outstanding 4,641,522
Stock Options 2,400,000
Total 7,041,522
AFI Mgmt 6,604,838
APIDG 4,548,787
IMA 26,129,941
Colby/Bridge Ln. . 1,162,780
TOTAL 45,487,867
The parties agree that this contemplated transaction will be consummated no
later than May 15, 1998, the ("Closing Date"). The "Closing Date" may be
extended if both parties mutually agree.
A. Due Diligence. Prior to the closing of the transaction, The Team
and OFL will provide IMA all documentation relative to the
completion of the transaction in order to successfully complete
its Due Diligence, including, but not limited to:
a. Pertinent corporate documents - incorporation papers,
certificates, resolutions, etc. of all companies and
subsidiaries.
b. Financial statements.
c. Stockholder lists and corporate records.
d. All past and pending litigation.
e. Make all necessary information and key personnel available
to assist in the development of a complete business plan for
IMA.
B. Responsibility. No Party shall be responsible for any of the
other's expenses in connection with the negotiations and due
diligence contemplated.
Page (02)
<PAGE>
C. Additional Terms. The transaction is subject to the following
additional terms and conditions.
(1) The approval and consent of the Board of Directors of OFL
and IMA shall have been obtained prior to the closing date.
(2) All necessary filings with, or approvals by state and
federal governmental agencies or regulatory bodies shall be
made by each party.
(3) As part of the closing, key employees of the Team agree
to enter into employment agreements, including but not
limited to compensation, benefits, bonus plans, etc.
Employment agreements will contain a non-compete clause.
D. Exclusive. Prior to the closing and during the term of this
Letter of Agreement, neither the Team nor the directors and/or
shareholders of OFL will discuss or negotiate with any other
corporation, firm or person, or entertain or consider any
inquiries or proposals relating to the possible sale of a
material portion of its stock or their assets.
E. Announcements. Public announcements by a party hereto concerning
the execution of this letter and the transactions contemplated
hereby shall be submitted for prior review and approval (such
approval not to be unreasonably withheld) by the other party.
F. Obligation of Good Faith. The Team, IMA and OFL shall proceed
forward and be obligated in good faith to negotiate the terms and
conditions of this transaction.
G. Notices. All notices, consents, requirements, approvals and
notices and other communications provided herein shall be in
writing, and shall be deemed given when delivered personally or
mailed by certified mail, postage prepaid.
Page (03)
<PAGE>
As to the Team:
Mr. Terry A. Hunter
226 W. Delaware Circle
Littleton, CO 80120
Phone: (303) 798-5512
Fax: (303) 794-7342 c/o Roger Arthur
As to IMA:
Mr. Gerald C. Parker
101 Philippe Parkway #300
Safety Harbor, Fla 34695
Phone: (813) 669-0040
Fax: (813) 725-9570
As to OFL:
ORION FINANCIAL, LTD.
Mr. Dean Boedeker, President & CEO
80 N. Hoyt St.
Denver, CO 80226
Phone: (303) 860-6382
Fax: (303) 860-6045
H. Acceptance. If the foregoing is acceptable to you, please
indicate your acceptance by signing and returning a copy of this
letter. It is mutually agreed that the law firm of Smith
McCullough, P.C. or Edward O. Byrne will prepare the closing
documents.
I. Letter of Agreement. No party shall bear any liability to the
other in the event of non-completion of said transaction by all
parties on or before May 15, 1998. If this transaction does not
occur, this Letter of Agreement shall be null and void unless an
extension is mutually agreed upon prior to the aforementioned
date.
J. This binding Letter of Agreement is contingent upon consummation
of an agreement between OFL and APIDG satisfactory to IMA to
provide a minimum three million dollar ($3,000,000) inventory
financing to OFL with a minimum of 120 day dating.
Page (04)
<PAGE>
AGREED AND ACCEPTED:
INVESTMENT MANAGEMENT OF AMERICA, INC.
By: /S/ Gerald C. Parker Attested: /S/
-------------------------- ----------------------
Gerald C. Parker, President
Date: April 23, 1998
AGREED AND ACCEPTED
The Team:
By: /S/ Terry A. Hunter Attested: /S/
-------------------------- ----------------------
Terry A. Hunter, Individually
Date: April 23, 1998
AGREED AND ACCEPTED
ORION FINANCIAL, LTD.
By: /S/ Dean Boedeker Attested: /S/
-------------------------- ----------------------
Dean Boedeker, President
Date: April 23, 1998
AGREED AND ACCEPTED
Page (05)
PRODUCTION AND INVENTORY DATING AGREEMENT
Production and Inventory Dating Agreement dated as of April 10, 1998 among Orion
Financial, Ltd., a Colorado corporation ("Orion") and Asia Pacific Industries
Development Group ("APIDG").
Orion and APIDG are parties to an Escrow Agreement dated as of April 10, 1998
(the "Escrow Agreement"). Accordingly, the parties hereto hereby agree as
follows:
1. Effectiveness. This Agreement shall become effective upon the Closing
of Escrow as such term is defined in the Escrow Agreement. If the
Closing of Escrow does not take place by April 30, 1998, this
Agreement shall be null and void unless extended by mutual agreement.
2. APIDG Ownership Interest in OFL. As part of this Agreement, OFL will
issue to APIDG 4,548,787 shares of its common stock at the time of
Closing of Escrow which represents10% of OFL's outstanding stock.
APIDG will have the same classification of stock as all other
stockholders.
3. Ownership and Development.
a. As used herein the term "Products" shall mean any and all
products which are marketed using the name "Funtastix" and/or
using any Promotional Material described in Section 3 (b), or the
intellectual property listed on Schedule A hereto of any
Proprietary Property described in Section 6 (a) hereof and any
additional trademarks, trade names or patents to which Orion now
has or hereafter acquired rights to (collectively the
"Intellectual Property"). The parties recognize that Orion will
own all Intellectual Property.
b. Orion shall develop additional Products using the Intellectual
Property and material relating to the sales, marketing,
distribution, promotion of and advertising for the Products (the
"Promotional Material").
4. Ordering of Product.
a. As long as this Agreement is in effect, Orion shall order all the
Products (including shoes, clothing, toys, bags or other
accessory products) which it will sell in the United States,
Peoples Republic of China, Australia, Taiwan, Hong Kong,
Thailand, Singapore, Indonesia, the Philippines, Malaysia, Viet
Nam and Laos from factories designated by APIDG (a "Designated
Factory"), as long as the Products meet specifications and are
delivered in a timely manner and the price therefor is at least
as low as the price which Orion has obtained from three other
factories for Products of the same specifications. In the event
that one or more of such other prices are lower than quoted to
Orion, Orion shall be free to place the order with such factory.
b. Orion has projected that it will be able to use its best efforts
to order the following amount during the indicated time period of
shoes which are Products:
1998 58,000 pairs
1999 134,000 pairs
2000 372,000 pairs
2001 862,000 pairs
2002 1,780,000 pairs
5. Payment. Payment shall be made for all Products ordered hereunder by
Orion from Designated Factories as follows:
a. Beginning in June 1998 and for the first orders totaling a
combined maximum of $300,000 (the first order of $251,000
anticipated to be placed in June 1998 and the first $49,000 of
the order anticipated to be placed in December 1998) 10% of each
<PAGE>
order paid in cash upon placing the order and 90% to be paid by
irrevocable letter-of-credit with terms of 150 days dating from
shipment of shoes by APIDG through the Port of Hong Kong (FOB
Hong Kong) or such other port as is mutually agreed upon issued
at the time of placement of the orders totaling the first
$300,000.
b. After the first $300,000 of orders are placed under the
terms of 5 (a) above, each subsequent order placed in the first
24 months of this agreement shall be paid with 20% cash upon
placing the order and 80% to be paid by post-dated check issued
at the placement of each order due and payable at 150 days from
the date of shipment of the order by APIDG through the Port of
Hong Kong (FOB Hong Kong) or such other port as is mutually
agreed upon.
c. For all orders placed after the 24 months outlined in 5(a)
above and extending for the next 36 months (months 25 through 60)
each order shall be paid with 30% cash upon placing the order and
70% to be paid by post-dated check issued at the placement of
each order due and payable at 120 days from the date of shipment
of the order by APIDG through the Port of Hong Kong (FOB Hong
Kong) or such other port as is mutually agreed upon.
d. If Orion is successful at being placed on NASDAQ, the above
inventory dating and payment terms may be renegotiated.
a. OFL agrees to pay APIDG interest at the rate of ten percent
(10%) per annum payable on the final payment of each order
outlined in 5(a), 5(b), and 5(c) above as payment for the
interest incurred by APIDG in securing the extended inventory
dating terms on each order.
6. Trade Secrets.
a. Each party recognizes that Orion may provide it with certain
proprietary property and information including, but not limited
to, the following: patents, trademarks, copyrights, drawings,
blueprints, designs, molds, lasts, technologies, production
methods, materials, component costs, corporate financial data,
payroll data, and sales and marketing plans and programs
(collectively, the "Proprietary Property"). All such property,
information, documents, reports, and equipment, in whatever form,
shall remain the sole property of Orion and shall not be
disclosed by any party hereto to any other persons or parties
except with the express written permissions of Orion.
b. Prior to designating a factory as a Designated Factory, APIDG
will obtain from such factory an agreement in form and substance
satisfactory to Orion as to the protection of Proprietary
Property and Intellectual Property information and APIDG shall be
responsible for insuring that each such agreement is complied
with.
7. APIDG seat on Orion's Board of Directors. Orion agrees that during the
terms of this agreement, Orion will provide one seat on its Board of
Directors to APIDG.
8. Establishment of Join Venture Distribution Company for Southeast Asia.
Orion and APIDG agree that after the first order from Orion is placed
and the payment for that order is made, APIDG will establish a joint
venture company in Hong Kong and act as the sole agent of all the
Funtastix Products for China and Southeast Asia and develop the
markets there. APIDG agrees that Orion will own a minimum of 10% of
this new joint venture company.
9. Termination. This Agreement shall continue in effect for a period of
five years from the date of this Agreement unless otherwise extended
by both parties.
1. Cooperation. Each party will protect the other parties hereto. If a
party hereto causes injury to another party, it shall be responsible
for all legal consequences and damages to compensate the injured
party.
<PAGE>
2. Arbitration. Any dispute arising under this Agreement will be resolved
pursuant to arbitration in accordance with the rules of the American
Arbitration Association in San Francisco, California.
3. Applicable Law. This Aagreement shall be governed by the laws of the
State of Colorado.
Orion Financial, Ltd.
By: /s/ Dean H. Boedeker, President
--------------------------------------------------------
80 N. Hoyt St.
Denver, Colorado 80226
For and on behalf of
Asia Pacific Industries Development Group
By: /s/ Michael Ng, F.L.
--------------------------------------------------------
Address: 101, Shashujin, 4/F
--------------------------------------------------
Shenzhen, China
-----------------------------------------------------------
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> MAR-31-1998
<CASH> 167,436
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 167,436
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 167,436
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 371,322
<OTHER-SE> (203,866)
<TOTAL-LIABILITY-AND-EQUITY> 167,436
<SALES> 0
<TOTAL-REVENUES> 4,852
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 31,535
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (26,683)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (26,683)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> 0
</TABLE>
